On 14 March 2012 the board of Bidco and the independent directors of GlobeOp announced that they had agreed on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued share capital of GlobeOp (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by Bidco on 26 March 2012 (the "OfferDocument").
On 31 May 2012 Bidco announced that all of the Conditions to the Offer were satisfied or waived and the Offer was declared wholly unconditional.
Other than as expressly set out in this announcement, capitalised terms used in this announcement shall have the meaning given to them in the Offer Document.
Closing of Offer
On 11 June 2012 Bidco announced the Offer would close to further acceptances at 1.00 p.m. (London time) / 2.00 p.m. (CET) on 25 June 2012, with no further extensions to the Offer. Accordingly, the Offer is now closed as of 1.00 p.m. (London time) / 2.00 p.m. (CET).
As at 1.00 p.m. (London time) / 2.00 p.m. (CET) on 25 June 2012 Bidco had received valid acceptances under the Offer in respect of 110,467,429 GlobeOp Shares representing approximately 99.95 percent of (i) the capital carrying voting rights in GlobeOp and (ii) the voting rights in GlobeOp.
Accordingly, now that the Offer has closed, Bidco announces that it is exercising its squeeze-out right pursuant to article 15 of the law of 19 May 2006 on takeover bids pursuant to which it will acquire by way of law, and on the same terms as the Offer, the remaining GlobeOp Shares in respect of which the Offer has not been accepted. As a result, the GlobeOp Shares held by the remaining GlobeOp Shareholders will be acquired at the fair price in accordance with article 15 (5) 2nd paragraph of the law of 19 May 2006 on takeover bids of 485 pence per GlobeOp Share in cash by Bidco on 9 July 2012, being the tenth business day following the Offer closing. As a result of the exercise of the squeeze-out right by Bidco, title to the remaining GlobeOp Shares will be transferred as a matter of law to Bidco as at 1.00 p.m. (London time) / 2.00 p.m. (CET) on 9 July 2012.
Squeeze-Out of GlobeOp Shares in Registered Form
The squeeze-out of the remaining shareholders of GlobeOp will be exercised in the case of Shares by payment of 485 pence per GlobeOp Share in cash by cheque drawn on Royal Bank of Scotland, London City Office, EC2R 8LA despatched by first class post to all remaining shareholders or their appointed agents, if any, on 9 July 2012.
For the purpose of the transfer of the ownership in the GlobeOp Shares in registered form from the remaining shareholders to Bidco, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ (the "Receiving Agent") will on 9 July 2012 receive a duly completed and signed transfer form from Bidco and transfer all the GlobeOp Shares in registered form of the remaining GlobeOp Shareholders to Bidco.
Squeeze-Out of GlobeOp DIs
The squeeze-out of the remaining GlobeOp Shareholders will be exercised in the case of GlobeOp DIs by payment of 485 pence per GlobeOp DI by means of a CREST payment in favour of the remaining GlobeOp Shareholders' payment bank in accordance with CREST payment arrangements on 9 July 2012.
For the purpose of the transfer of the ownership in the GlobeOp DIs from the remaining GlobeOp Shareholders to Bidco, the Receiving Agent will on 9 July 2012 upon direction of Bidco transfer all GlobeOp DIs of the remaining GlobeOp Shareholders from those shareholders' respective accounts to an escrow account and instruct Computershare Investor Services to withdraw and transfer the GlobeOp Shares represented by such GlobeOp DIs to Bidco in order to register Bidco as the direct holder of the GlobeOp Shares in the shareholder register of GlobeOp.
In accordance with the law of 29 April 1999 on consignments to the State and applicable Grand-Ducal regulations, funds which could not be transferred to the remaining shareholders will be transferred to the Caisse de Consignation, c/o Trésorie de l'Etat, 3, rue du St-Esprit, L-1475 Luxembourg in Luxembourg and remain available to the remaining shareholders for a period of thirty years.